UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 17, 2004
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I-TRAX, INC.
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(Exact name of registrant as specified in its charter)
Delaware 001-31584 23-3057155
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
4 Hillman Drive, Suite 130
Chadds Ford, Pennsylvania 19317
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610) 459-2405
One Logan Square
130 N. 18th St., Suite 2615
Philadelphia, Pennsylvania 19103
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On November 17, 2004, I-trax, Inc. entered into employment agreements
with David R. Bock, I-trax's Senior Vice President and Chief Financial Officer,
and Yuri Rozenfeld, I-trax's Vice President, General Counsel and Secretary.
Each agreement is for an initial term of three years and renews
automatically for an additional term of two years. Messrs. Bock's and
Rozenfeld's initial annual compensation is $250,000 and $150,000, respectively.
I-trax may terminate each executive's employment with or without cause
at any time, and each executive may terminate his employment upon 90 days'
notice or upon shorter notice for good reason. Good reason includes the failure
by I-trax to continue the applicable executive in his executive position,
material diminution of his responsibilities, duties or authority, assignment to
him of duties inconsistent with his position or requiring him to be permanently
based other than at each executive's current location.
If either executive's employment is terminated without cause or for
good reason, I-trax will pay to the applicable executive severance equal to one
year's salary, payable over one year.
Each executive has agreed not to compete against I-trax for a period of
one year following the expiration of the initial term or renewal term, even if
the actual employment is terminated prior to such expiration. Each executive has
also agreed not to use or disclose any confidential information of I-trax for at
least five years after the expiration of the original term or additional term,
even if the actual employment is terminated prior to such expiration.
Prior to joining I-trax as Chief Financial Officer, Mr. Bock served as
a director and audit committee member of I-trax since February 2000. Mr.
Rozenfeld has served as the General Counsel of I-trax since July 2000, as its
Secretary since March 2002 and as its Vice President since February 2003.
The employment agreements are attached to this current report as
Exhibits 10.1 and 10.2 and are incorporated in this current report by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
10.1 Employment Agreement dated November 17, 2004, between I-trax,
Inc. and David R. Bock.
10.2 Employment Agreement dated November 17, 2004, between I-trax,
Inc. and Yuri Rozenfeld.
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SIGNATURES
Pursuant to requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
I-TRAX, INC.
Date: November 22, 2004 By: /s/ Frank A. Martin
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Name: Frank A. Martin
Title: Chief Executive Officer